Preheat oven to 250 deg. F. Set out two large cookie sheets with an edge (jelly roll pans) and line with silicone bake mats or parchment paper. Place half the popped popcorn in a large bowl. Half in another bowl.

Heat butter, honey and brown sugar over medium heat stirring until melted, raise heat and let boil for 4 minutes. Removed from heat and immediately add the vanilla, baking soda and salt. The mixture will bubble up rapidly so stir quickly.

Pour half the mixture over half the popcorn in the bowl, stirring well to coat, add the other half of the popcorn in the bowl and pour the remaining caramel sauce over the popcorn stirring again.

Spread the popcorn mixture evenly in the two pans. Don’t worry if all the popcorn didn’t get covered. The sauce will melt again while baking and stirring will help get it all coated.

Place pans in oven and bake for one hour. Every 15 minutes exactly stir well to help get all the popcorn coated

Removed after an hour and stir again, as it cools the popcorn will stick together so continue to stir and break up the larger pieces in to smaller ones. Store the caramel corn in an airtight container or resealable baggie. This will keep at room temperature up to 2 week – unless you eat it all first!